N.M. Code R. § 12.11.12.14

Current through Register Vol. 35, No. 11, June 11, 2024

Section 12.11.12.14 - SECTION 58-13C-202N - SALES TO TEN OR FEWER PURCHASERS

A. Filings required. To claim the exemption provided by Section 58-13C-202 N, a completed form 202N must be filed with the director no less than five business days before the first sale of securities in this state.

B. Counting purchasers and security holders. The following rules apply in counting the number of purchasers pursuant to Section 58-13C-202 N(1) and the number of beneficial owners pursuant to Section 58-13C-202 N(3)(b):

(1) a husband, wife and minor children of either spouse, or any two or more of them, residing in the same household shall count as one purchaser or beneficial owner; and

(2) a limited partnership, limited liability company, trust, corporation or limited liability partnership shall count as one purchaser or beneficial owner if it was not formed for the purpose of investing or trading in the securities of the issuer claiming this exemption and such entity has substantial other business or investments.

C. Reasonable belief of purchase for investment. An issuer will be presumed to have a reasonable belief that all of the purchasers of its securities in this state are purchasing for investment pursuant to Section 58-13C-202 N(3)(a) if:

(1) the issuer, prior to a sale of its securities to a purchaser, obtains from that purchaser a signed statement that the purchaser is acquiring the securities for its own account and does not intend to resell the securities within twelve months of the purchase date;

(2) the issuer maintains a record of all statements obtained pursuant to Paragraph (1) of this subsection;

(3) written disclosure is provided to each purchaser prior to sale that the securities have not been registered under the New Mexico Uniform Securities Act and cannot be resold unless the securities are so registered or can qualify for an exemption from registration; and

(4) a legend is placed on the certificate or other document that evidences the security stating that the securities have not been registered under the New Mexico Uniform Securities Act and cannot be resold unless the securities are so registered or can qualify for an exemption from registration.

D. Reasonable belief of fifty or fewer beneficial owners. An issuer will be presumed to have a reasonable belief that its securities are held by fifty or fewer beneficial owners pursuant to Section 58-13C-202 N(3)(b) if:

(1) the issuer or the issuer's transfer agent maintains an adequate record of security holders and requires security holders to notify the issuer or the issuer's transfer agent of its intent to sell or otherwise dispose of securities of the issuer; and

(2) a legend is placed on the certificate or other document that evidences the security stating that the securities have not been registered under the New Mexico Uniform Securities Act and cannot be resold unless the securities are so registered or can qualify for an exemption from registration.

N.M. Code R. § 12.11.12.14

12.11.12.14 NMAC - Rp, 12.11.12.16 NMAC, 1-1-2010